Common use of CERTAIN OBLIGATIONS OF HOLDERS Clause in Contracts

CERTAIN OBLIGATIONS OF HOLDERS. Each Holder agrees that, upon receipt of any notice from the Company of the happening of (i) any event of the kind described in 3.6, 3.7, 3.8, 3.10 or 3.11 hereof, or (ii) a determination by the Company’s Board of Directors that it is advisable to suspend use of the prospectus for a discrete period of time due to pending corporate developments such as negotiation of a material transaction which the Company, in its sole discretion after consultation with legal counsel, determines it would be obligated to disclose in the Shelf Registration, which disclosure the Company believes would be premature or otherwise inadvisable at such time or would have a material adverse effect on the Company and its stockholders, such Holder will forthwith discontinue disposition of such Registrable Securities covered by the Shelf Registration or prospectus until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.2 hereof, or until such Holder is advised in writing by the Company that the use of the applicable prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectus. The period of time in which the use of a prospectus or Shelf Registration is so suspended shall be referred to as a “Black-Out Period.” The Company agrees to so advise such Holder promptly of the commencement and termination of any such Black-Out Period, and the Holder agrees to keep the fact of such Black-Out Period confidential. The Company shall not impose a Black-Out Period under this Section 5 for more than thirty (30) consecutive days and not more than twice in any given twelve (12) month period; provided, that at least ninety (90) days must pass between Black-Out Periods. Notwithstanding the foregoing, the Company may suspend the effectiveness of any Shelf Registration if the Commission rules and regulations prohibit the Company from maintaining the effectiveness of a Shelf Registration because its financial statements are stale at a time when its fiscal year has ended or it has made an acquisition reportable under Item 2 of Form 8-K or any other similar situation until the earliest time in which the SEC would allow the Company to re-effect a Shelf Registration (provided that the Company shall use its reasonable best efforts to cure any such situation as soon as possible so that the Shelf Registration can be made effective at the earliest possible time).

CERTAIN OBLIGATIONS OF HOLDERS. (a) As a condition to the inclusion of its Registrable Securities in the Resale Registration Statement, each Holder will furnish to the Company the information regarding the Holder as is legally required in connection with any registration, qualification or compliance referred to in this Article II. (b) Each Holder agrees that, upon receipt of any notice from hereby covenants with the Company not to make any sale of the happening Registrable Securities pursuant to the Resale Registration Statement without effectively causing the prospectus delivery requirements under the Securities Act to be satisfied. (c) Each Holder acknowledges and agrees that the Registrable Securities sold pursuant to the Resale Registration Statement are not transferable on the books of the Company unless the stock certificate submitted to the transfer agent evidencing the Registrable Securities, if applicable, is accompanied by a certificate reasonably satisfactory to the Company to the effect that (i) any event of the kind described Registrable Securities have been sold in 3.6, 3.7, 3.8, 3.10 or 3.11 hereof, or accordance with this Agreement and the Resale Registration Statement and (ii) the requirement of delivering a determination current prospectus has been satisfied. (d) Each Holder is hereby advised that the anti-manipulation provisions of Regulation M under the Exchange Act may apply to sales of the Registrable Securities offered pursuant to the Resale Registration Statement and agrees not to take any action with respect to any distribution deemed to be made pursuant to the Resale Registration Statement that constitutes a violation of Regulation M under the Exchange Act or any other applicable rule, regulation or law. (e) The rights to cause the Company to register Registrable Securities granted to the Holders by the Company’s Board Company under Section 2.02 hereof may be assigned in whole or in part by a Holder in connection with the transfer of Directors that it is advisable to suspend use such Registrable Securities, provided, that: (i) the transfer of the prospectus for a discrete period Registrable Securities and the rights to register such Registrable Securities are affected in accordance with applicable securities laws, (ii) the transfer involves not less than fifty percent (50%) of time due the Shares, (iii) the Holder gives prior written notice to pending corporate developments such as negotiation of a material transaction which the Company, and (iv) the transferee agrees to comply with the terms and provisions of this Agreement in its sole discretion after consultation with legal counsel, determines it would be obligated a written instrument reasonably satisfactory in form and substance to disclose in the Shelf Registration, which disclosure the Company believes would be premature or otherwise inadvisable at such time or would have a material adverse effect on the Company and its stockholderscounsel. Except as specifically permitted by this Section 2.08, such the rights of a Holder will forthwith discontinue disposition of such with respect to Registrable Securities covered by the Shelf Registration or prospectus until such Holder’s receipt will not be transferable to any other Person, and any attempted transfer will cause all rights of the copies Holder to registration of Registrable Securities under this Article II to be forfeited, void ab initio and of no further force and effect. (f) With the written consent of the supplemented Company and each Holder affected or amended prospectus contemplated potentially affected by Section 3.2 hereofsuch proposed waiver, any provision of Sections 2.01, 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08 or until such Holder is advised in writing by the Company that the use of the applicable prospectus 2.09 hereof may be resumedwaived (either generally or in a particular instance, either retroactively or prospectively and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectus. The either for a specified period of time in which or indefinitely). Upon the use effectuation of a prospectus or Shelf Registration is so suspended shall be referred to as a “Black-Out Period.” The Company agrees to so advise such Holder promptly of the commencement and termination of any such Black-Out Period, and the Holder agrees to keep the fact of such Black-Out Period confidential. The Company shall not impose a Black-Out Period under this Section 5 for more than thirty (30) consecutive days and not more than twice in any given twelve (12) month period; provided, that at least ninety (90) days must pass between Black-Out Periods. Notwithstanding the foregoingeach waiver, the Company may suspend the effectiveness of any Shelf Registration if the Commission rules and regulations prohibit the Company from maintaining the effectiveness of a Shelf Registration because its financial statements are stale at a time when its fiscal year has ended or it has made an acquisition reportable under Item 2 of Form 8-K or any other similar situation until the earliest time in which the SEC would allow the Company will promptly give written notice thereof to re-effect a Shelf Registration (provided that the Company shall use its reasonable best efforts to cure any such situation as soon as possible so that the Shelf Registration can be made effective at the earliest possible time)Holders.

CERTAIN OBLIGATIONS OF HOLDERS. Each It shall be a condition precedent to the obligations of the Company to take any action under this Agreement with respect to the Registrable Securities of Holders that Holders meet the following conditions: (a) each selling Holder agrees thatshall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the Registration of such Holder's Registrable Securities; (b) all information specifically with respect to a selling Holder furnished to the Company by or on behalf of such Holder for use in connection with the preparation of any registration statement relating to such Registrable Securities shall be true and correct in all material respects and shall not omit any material fact necessary to make such information, in light of the circumstances under which it was disclosed, not misleading; (c) each selling Holder shall distribute in connection with the offering and sale of the Registrable Securities the prospectus or other offering material permitted by the Securities Act and prepared by the Company, and only such materials; (d) each Holder will comply with the provisions of the Exchange Act and the regulations thereunder; (e) to assist the Company in qualifying the Registrable Securities for sale under applicable state securities laws each selling Holder will advise the Company of each jurisdiction in which it intends to offer or sell any or all Registrable Securities, and will agree not to offer or sell any Registrable Securities in any jurisdiction where the Registrable Securities are not registered or exempt from registration; (f) each selling Holder will inform the Company in writing of any and all sales, or other transfers or dispositions of any Registrable Securities within fifteen (15) calendar days following each such disposition; (g) in the event of any underwritten public offering of any Registrable Securities pursuant to Section 2, each Holder shall enter into and perform its obligations under an underwriting agreement, in the form agreed upon by the Company and the underwriters selected by it that is customary for the type of transaction contemplated and reasonably acceptable to the Holders; and (h) upon the receipt of any notice from the Company of the happening of (i) any event described in Section 5(i), or upon the issuance of any stop order or other order suspending the effectiveness of the kind described registration statement, each selling Holder will immediately discontinue disposi tion of the Registrable Securities pursuant to the registration statement until the filing of the effective post-effective amendment or the supplemented prospectus referred to in 3.6Section 5(i) or until the withdrawal of such stop order or other order, 3.7as applicable, 3.8and, 3.10 or 3.11 hereof, or (ii) a determination if so directed by the Company’s Board of Directors that it is advisable , each selling Holder will deliver to suspend use the Company (at the Company's expense) all copies, other than perma nent file copies then in such Investor's possession, of the prospectus for a discrete period of time due to pending corporate developments such as negotiation of a material transaction which the Company, in its sole discretion after consultation with legal counsel, determines it would be obligated to disclose in the Shelf Registration, which disclosure the Company believes would be premature or otherwise inadvisable at such time or would have a material adverse effect on the Company and its stockholders, such Holder will forthwith discontinue disposition of covering such Registrable Securities covered by current at the Shelf Registration or prospectus until such Holder’s time of its receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.2 hereof, or until such Holder is advised in writing by the Company that the use of the applicable prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectus. The period of time in which the use of a prospectus or Shelf Registration is so suspended shall be referred to as a “Black-Out Periodnotice.” The Company agrees to so advise such Holder promptly of the commencement and termination of any such Black-Out Period, and the Holder agrees to keep the fact of such Black-Out Period confidential. The Company shall not impose a Black-Out Period under this Section 5 for more than thirty (30) consecutive days and not more than twice in any given twelve (12) month period; provided, that at least ninety (90) days must pass between Black-Out Periods. Notwithstanding the foregoing, the Company may suspend the effectiveness of any Shelf Registration if the Commission rules and regulations prohibit the Company from maintaining the effectiveness of a Shelf Registration because its financial statements are stale at a time when its fiscal year has ended or it has made an acquisition reportable under Item 2 of Form 8-K or any other similar situation until the earliest time in which the SEC would allow the Company to re-effect a Shelf Registration (provided that the Company shall use its reasonable best efforts to cure any such situation as soon as possible so that the Shelf Registration can be made effective at the earliest possible time).

CERTAIN OBLIGATIONS OF HOLDERS. As a condition to the inclusion of its Registrable Securities in the Resale Registration Statement, each Holder will furnish to the Company the information regarding the Holder as is legally required in connection with any registration, qualification or compliance referred to in this Article II. Each Holder agrees that, upon receipt of any notice from hereby covenants with the Company not to make any sale of the happening Registrable Securities pursuant to the Resale Registration Statement without effectively causing the prospectus delivery requirements under the Securities Act to be satisfied. Each Holder acknowledges and agrees that the Registrable Securities sold pursuant to the Resale Registration Statement are not transferable on the books of the Company unless the stock certificate submitted to the transfer agent evidencing the Registrable Securities, if applicable, is accompanied by a certificate reasonably satisfactory to the Company to the effect that (i) any event of the kind described Registrable Securities have been sold in 3.6, 3.7, 3.8, 3.10 or 3.11 hereof, or accordance with this Agreement and the Resale Registration Statement and (ii) the requirement of delivering a determination current prospectus has been satisfied. Each Holder is hereby advised that the anti-manipulation provisions of Regulation M under the Exchange Act may apply to sales of the Registrable Securities offered pursuant to the Resale Registration Statement and agrees not to take any action with respect to any distribution deemed to be made pursuant to the Resale Registration Statement that constitutes a violation of Regulation M under the Exchange Act or any other applicable rule, regulation or law. The rights to cause the Company to register Registrable Securities granted to the Holders by the Company’s Board Company under Section 2.02 may be assigned in whole or in part by a Holder in connection with the transfer of Directors that it is advisable to suspend use such Registrable Securities, provided, that: (i) the transfer of the prospectus for a discrete period Registrable Securities and the rights to register such Registrable Securities are affected in accordance with applicable securities laws, (ii) the transfer involves not less than fifty percent (50%) of time due the Shares, (iii) the Holder gives prior written notice to pending corporate developments such as negotiation of a material transaction which the Company, and (iv) the transferee agrees to comply with the terms and provisions of this Agreement in its sole discretion after consultation with legal counsel, determines it would be obligated a written instrument reasonably satisfactory in form and substance to disclose in the Shelf Registration, which disclosure the Company believes would be premature or otherwise inadvisable at such time or would have a material adverse effect on the Company and its stockholderscounsel. Except as specifically permitted by this Section 2.08, such the rights of a Holder will forthwith discontinue disposition of such with respect to Registrable Securities covered by the Shelf Registration or prospectus until such Holder’s receipt will not be transferable to any other Person, and any attempted transfer will cause all rights of the copies Holder to registration of Registrable Securities under this Article II to be forfeited, void ab initio and of no further force and effect. With the written consent of the supplemented Company and each Holder affected or amended prospectus contemplated potentially affected by Section 3.2 hereofsuch proposed waiver, any provision of Sections 2.01, 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08 or until such Holder is advised in writing by the Company that the use of the applicable prospectus 2.09 may be resumedwaived (either generally or in a particular instance, either retroactively or prospectively and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectus. The either for a specified period of time in which or indefinitely). Upon the use effectuation of a prospectus or Shelf Registration is so suspended shall be referred to as a “Black-Out Period.” The Company agrees to so advise such Holder promptly of the commencement and termination of any such Black-Out Period, and the Holder agrees to keep the fact of such Black-Out Period confidential. The Company shall not impose a Black-Out Period under this Section 5 for more than thirty (30) consecutive days and not more than twice in any given twelve (12) month period; provided, that at least ninety (90) days must pass between Black-Out Periods. Notwithstanding the foregoingeach waiver, the Company may suspend the effectiveness of any Shelf Registration if the Commission rules and regulations prohibit the Company from maintaining the effectiveness of a Shelf Registration because its financial statements are stale at a time when its fiscal year has ended or it has made an acquisition reportable under Item 2 of Form 8-K or any other similar situation until the earliest time in which the SEC would allow the Company will promptly give written notice thereof to re-effect a Shelf Registration (provided that the Company shall use its reasonable best efforts to cure any such situation as soon as possible so that the Shelf Registration can be made effective at the earliest possible time)Holders.

CERTAIN OBLIGATIONS OF HOLDERS. (a) As a condition to the inclusion of its Registrable Securities in the Resale Registration Statement, each Holder will furnish to the Company the information regarding the Holder as is legally required in connection with any registration, qualification or compliance referred to in this Article II. (b) Each Holder agrees that, upon receipt of any notice from hereby covenants with the Company not to make any sale of the happening Registrable Securities pursuant to the Resale Registration Statement without effectively causing the prospectus delivery requirements under the Securities Act to be satisfied. (c) Each Holder acknowledges and agrees that the Registrable Securities sold pursuant to the Resale Registration Statement are not transferable on the books of the Company unless the stock certificate submitted to the transfer agent evidencing the Registrable Securities, if applicable, is accompanied by a certificate reasonably satisfactory to the Company to the effect that (i) any event of the kind described Registrable Securities have been sold in 3.6, 3.7, 3.8, 3.10 or 3.11 hereof, or accordance with this Agreement and the Resale Registration Statement and (ii) the requirement of delivering a determination current prospectus has been satisfied. (d) Each Holder is hereby advised that the anti-manipulation provisions of Regulation M under the Exchange Act may apply to sales of the Registrable Securities offered pursuant to the Resale Registration Statement and agrees not to take any action with respect to any distribution deemed to be made pursuant to the Resale Registration Statement that constitutes a violation of Regulation M under the Exchange Act or any other applicable rule, regulation or law. (e) The rights to cause the Company to register Registrable Securities granted to the Holders by the Company’s Board Company under Section 2.02 hereof may be assigned in whole or in part by a Holder in connection with the transfer of Directors that it is advisable to suspend use such Registrable Securities, provided, that: (i) the transfer of the prospectus for a discrete period Registrable Securities and the rights to register such Registrable Securities are effected in accordance with applicable securities laws, (ii) the transfer involves not less than fifty percent (50%) of time due the Shares and the Conversion Shares (if any), (iii) the Holder gives prior written notice to pending corporate developments such as negotiation of a material transaction which the Company, and (iv) the transferee agrees to comply with the terms and provisions of this Agreement in its sole discretion after consultation with legal counsel, determines it would be obligated a written instrument reasonably satisfactory in form and substance to disclose in the Shelf Registration, which disclosure the Company believes would be premature or otherwise inadvisable at such time or would have a material adverse effect on the Company and its stockholderscounsel. Except as specifically permitted by this Section 2.08, such the rights of a Holder will forthwith discontinue disposition of such with respect to Registrable Securities covered by the Shelf Registration or prospectus until such Holder’s receipt will not be transferable to any other Person, and any attempted transfer will cause all rights of the copies Holder to registration of Registrable Securities under this Article II to be forfeited, void ab initio and of no further force and effect. (f) With the written consent of the supplemented Company and each Holder affected or amended prospectus contemplated potentially affected by Section 3.2 hereofsuch proposed waiver, any provision of Sections 2.01, 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08 or until such Holder is advised in writing by the Company that the use of the applicable prospectus 2.09 hereof may be resumedwaived (either generally or in a particular instance, either retroactively or prospectively and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectus. The either for a specified period of time in which or indefinitely). Upon the use effectuation of a prospectus or Shelf Registration is so suspended shall be referred to as a “Black-Out Period.” The Company agrees to so advise such Holder promptly of the commencement and termination of any such Black-Out Period, and the Holder agrees to keep the fact of such Black-Out Period confidential. The Company shall not impose a Black-Out Period under this Section 5 for more than thirty (30) consecutive days and not more than twice in any given twelve (12) month period; provided, that at least ninety (90) days must pass between Black-Out Periods. Notwithstanding the foregoingeach waiver, the Company may suspend the effectiveness of any Shelf Registration if the Commission rules and regulations prohibit the Company from maintaining the effectiveness of a Shelf Registration because its financial statements are stale at a time when its fiscal year has ended or it has made an acquisition reportable under Item 2 of Form 8-K or any other similar situation until the earliest time in which the SEC would allow the Company will promptly give written notice thereof to re-effect a Shelf Registration (provided that the Company shall use its reasonable best efforts to cure any such situation as soon as possible so that the Shelf Registration can be made effective at the earliest possible time)Holders.

CERTAIN OBLIGATIONS OF HOLDERS. Each It shall be a condition precedent to the obligations of the Company to take any action under this Agreement with respect to the Registrable Securities of Holders that Holders meet the following conditions: (a) each selling Holder agrees thatshall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the Registration of such Holder's Registrable Securities; (b) all information specifically with respect to a selling Holder furnished to the Company by or on behalf of such Holder for use in connection with the preparation of any registration statement relating to such Registrable Securities shall be true and correct in all material respects and shall not omit any material fact necessary to make such information, in light of the circumstances under which it was disclosed, not misleading; (c) each selling Holder shall distribute in connection with the offering and sale of the Registrable Securities the prospectus or other offering material permitted by the Securities Act and prepared by the Company, and only such materials; (d) each Holder will comply with the provisions of the Exchange Act and the regulations thereunder; (e) to assist the Company in qualifying the Registrable Securities for sale under applicable state securities laws each selling Holder will advise the Company of each jurisdiction in which it intends to offer or sell any or all Registrable Securities, and will agree not to offer or sell any Registrable Securities in any jurisdiction where the Registrable Securities are not registered or exempt from registration; (f) each selling Holder will inform the Company in writing of any and all sales, or other transfers or dispositions of any Registrable Securities within fifteen (15) calendar days following each such disposition; (g) in the event of any underwritten public offering of any Registrable Securities pursuant to Section 2, each Holder shall enter into and perform its obligations under an underwriting agreement, in the form agreed upon by the Company and the underwriters selected by it that is customary for the type of transaction contemplated and reasonably acceptable to the Holders; and (h) upon the receipt of any notice from the Company of the happening of (i) any event described in Section 5(i), or upon the issuance of any stop order or other order suspending the effectiveness of the kind described registration statement, each selling Holder will immediately discontinue disposition of the Registrable Securities pursuant to the registration statement until the filing of the effective post-effective amendment or the supplemented prospectus referred to in 3.6Section 5(i) or until the withdrawal of such stop order or other order, 3.7as applicable, 3.8and, 3.10 or 3.11 hereof, or (ii) a determination if so directed by the Company’s Board of Directors that it is advisable , each selling Holder will deliver to suspend use the Company (at the Company's expense) all copies, other than permanent file copies then in such Investor's possession, of the prospectus for a discrete period of time due to pending corporate developments such as negotiation of a material transaction which the Company, in its sole discretion after consultation with legal counsel, determines it would be obligated to disclose in the Shelf Registration, which disclosure the Company believes would be premature or otherwise inadvisable at such time or would have a material adverse effect on the Company and its stockholders, such Holder will forthwith discontinue disposition of covering such Registrable Securities covered by current at the Shelf Registration or prospectus until such Holder’s time of its receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.2 hereof, or until such Holder is advised in writing by the Company that the use of the applicable prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectus. The period of time in which the use of a prospectus or Shelf Registration is so suspended shall be referred to as a “Black-Out Periodnotice.” The Company agrees to so advise such Holder promptly of the commencement and termination of any such Black-Out Period, and the Holder agrees to keep the fact of such Black-Out Period confidential. The Company shall not impose a Black-Out Period under this Section 5 for more than thirty (30) consecutive days and not more than twice in any given twelve (12) month period; provided, that at least ninety (90) days must pass between Black-Out Periods. Notwithstanding the foregoing, the Company may suspend the effectiveness of any Shelf Registration if the Commission rules and regulations prohibit the Company from maintaining the effectiveness of a Shelf Registration because its financial statements are stale at a time when its fiscal year has ended or it has made an acquisition reportable under Item 2 of Form 8-K or any other similar situation until the earliest time in which the SEC would allow the Company to re-effect a Shelf Registration (provided that the Company shall use its reasonable best efforts to cure any such situation as soon as possible so that the Shelf Registration can be made effective at the earliest possible time).

CERTAIN OBLIGATIONS OF HOLDERS. (a) The Company may voluntarily suspend the effectiveness of the Shelf Registration Statement for a limited time, which in no event shall be longer than 15 days with respect to any single event or more than 45 consecutive or non-consecutive days in any 12-month period, if the Company has been advised in writing by either counsel or underwriters to the Company that the offering of the Registrable Securities pursuant to the Shelf Registration Statement would materially adversely affect or would be impermissible in the view of (or impermissible without disclosure in a prospectus), a proposed material financing, acquisition, merger, reorganization or other similar transaction involving the Company. (b) As a condition to the inclusion of its Registrable Securities, each Holder will furnish to the Company the information regarding the Holder and the intended method of distribution of the securities as the Company may from time to time request or as will be required in connection with any registration, qualification or compliance referred to in this Section 9. Each Holder agrees that, upon receipt of any notice from promptly will furnish to the Company all information required to be disclosed in order to make the information previously furnished by it to the Company not materially misleading. (c) Each Holder hereby covenants to the Company not to make any sale of the happening Registrable Securities without effectively causing the prospectus delivery requirements under the Securities Act to be satisfied and, if Registrable Securities are to be sold by any method or in any transaction other than on Nasdaq (or other national securities exchange) or as set forth in the Plan of Distribution in the prospectus included in the Shelf Registration Statement, to deliver to the Company an opinion of counsel to the Holder of such Registrable Securities to the effect that the sale may be effected in accordance with the Securities Act. (d) The rights to cause the Company to register Registrable Securities granted to the Holders by the Company under Section 9.2 may be assigned in whole or in part by a Holder, provided, that: (i) any event the Company is furnished with an opinion of counsel to the kind described Holder of such Registrable Securities to the effect that the transfer may be effected in 3.6, 3.7, 3.8, 3.10 or 3.11 hereof, or accordance with the Securities Act; (ii) a determination by the transfer involves not less than the lesser of all of the Holder's Registrable Securities or 25,000 shares of Common Stock; (iii) the Holder gives prior written notice to the Company’s Board ; and (iv) the transferee agrees to comply with the terms and provisions of Directors that it is advisable this Agreement in a written instrument satisfactory in form and substance to suspend use of the prospectus for a discrete period of time due to pending corporate developments such as negotiation of a material transaction which the Company, in its sole discretion after consultation with legal counsel, determines it would be obligated to disclose in the Shelf Registration, which disclosure the Company believes would be premature or otherwise inadvisable at such time or would have a material adverse effect on the Company and its stockholders, such Holder will forthwith discontinue disposition counsel. (e) No provision of such Registrable Securities covered by the Shelf Registration or prospectus until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by this Section 3.2 hereof, or until such Holder is advised in writing by the Company that the use of the applicable prospectus 9 may be resumedwaived (either generally or in a particular instance, either retroactively or prospectively and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectus. The either for a specified period of time in which or indefinitely) or amended without the use written consent of a prospectus or Shelf Registration is so suspended shall be referred to as a “Black-Out Periodeach affected Holder.” The Company agrees to so advise such Holder promptly of the commencement and termination of any such Black-Out Period, and the Holder agrees to keep the fact of such Black-Out Period confidential. The Company shall not impose a Black-Out Period under this Section 5 for more than thirty (30) consecutive days and not more than twice in any given twelve (12) month period; provided, that at least ninety (90) days must pass between Black-Out Periods. Notwithstanding the foregoing, the Company may suspend the effectiveness of any Shelf Registration if the Commission rules and regulations prohibit the Company from maintaining the effectiveness of a Shelf Registration because its financial statements are stale at a time when its fiscal year has ended or it has made an acquisition reportable under Item 2 of Form 8-K or any other similar situation until the earliest time in which the SEC would allow the Company to re-effect a Shelf Registration (provided that the Company shall use its reasonable best efforts to cure any such situation as soon as possible so that the Shelf Registration can be made effective at the earliest possible time).

CERTAIN OBLIGATIONS OF HOLDERS. (a) The Company may require each Holder of any Registrable Securities as to which any registration is being effected to furnish to the Company such information regarding such Holder and the intended method of disposition of such securities as the Company may from time to time reasonably request in writing and as shall be required to effect the registration of such Holder’s Registrable Securities. Each such Holder agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading, and, in the case of an Underwritten Offering, to execute and deliver a customary underwriting agreement, containing representations, warranties and agreements of such Holder that are customary for such an agreement, all closing documents, custody and control agreements and other instruments that may be reasonably requested by any underwriter. (b) Each Holder of Registrable Securities covered by a Registration Statement agrees that, upon receipt of any notice from the Company of the happening of (ipursuant to Sections 2(g) any event of the kind described in 3.6, 3.7, 3.8, 3.10 or 3.11 hereof, or (ii) a determination by the Company’s Board of Directors that it is advisable to suspend use of the prospectus for a discrete period of time due to pending corporate developments such as negotiation of a material transaction which the Company, in its sole discretion after consultation with legal counsel, determines it would be obligated to disclose in the Shelf Registration, which disclosure the Company believes would be premature or otherwise inadvisable at such time or would have a material adverse effect on the Company and its stockholders5(g), such Holder will forthwith shall promptly discontinue the disposition of such Registrable Securities covered by the Shelf pursuant to such Registration or prospectus Statement until such Holder’s receipt Holder shall have received, in the case of Section 2(g) (ii) or 5(g) (i), notice from the Company that such Registration Statement has been amended, as contemplated by Section 5(g), and, in the case of clause (ii) of Section 5(g), copies of the supplemented or amended prospectus Prospectus contemplated by Section 3.2 hereof, or until such Holder is advised in writing 5(g). If so directed by the Company, each Holder will deliver to the Company that (at the use Company’s expense) all copies, other than permanent file copies, in such Holder’s possession of the applicable prospectus may be resumed, and has received copies Prospectus covering such Registrable Securities at the time of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectus. The period of time in which the use of a prospectus or Shelf Registration is so suspended shall be referred to as a “Black-Out Period.” The Company agrees to so advise such Holder promptly of the commencement and termination of any such Black-Out Period, and the Holder agrees to keep the fact receipt of such Black-Out Period confidentialnotice. The Company shall not impose a Black-Out Period under this Section 5 for more than thirty (30) consecutive days and not more than twice in any given twelve (12) month period; provided, that at least ninety (90) days must pass between Black-Out Periods. Notwithstanding In the foregoing, the Company may suspend the effectiveness of any Shelf Registration if the Commission rules and regulations prohibit the Company from maintaining the effectiveness of a Shelf Registration because its financial statements are stale at a time when its fiscal year has ended or it has made an acquisition reportable under Item 2 of Form 8-K or any other similar situation until the earliest time in which the SEC would allow the Company to re-effect a Shelf Registration (provided event that the Company shall use its reasonable best efforts to cure give any such situation as soon as possible so that notice, the Shelf period mentioned in Section 5(b) shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when each seller of any Registrable Securities covered by such Registration can be made effective at Statement shall have received copies of the earliest possible timesupplemented or amended Prospectus covering such Registrable Securities contemplated by Section 5(g).

CERTAIN OBLIGATIONS OF HOLDERS. (a) The Company may voluntarily suspend the effectiveness of the Shelf Registration Statement or any Additional Registration Statement (and each Purchaser agrees not to dispose of Registrable Securities pursuant to such suspended registration statement while any such suspension remains in effect), for a limited time, which in no event shall be longer than 30 days with respect to any single event or more than 45 consecutive or non-consecutive days in any 12-month period (excluding any period for which the Shelf Registration Statement, or Additional Registration Statement covering Registrable Securities is not effective between the time an amendment has been filed to the registration statement and the time the amendment has been declared effective by the SEC or state securities regulatory body and assuming the Company is acting in good faith to obtain the effectiveness of that amendment as soon as practicable), if the Company has been advised in writing by either counsel or underwriters to the Company that the offering of the Registrable Securities pursuant to the Shelf Registration Statement or Additional Registration Statement would materially adversely affect or would be impermissible in the view of (or impermissible without disclosure in a prospectus), a proposed material financing, acquisition, merger, reorganization or other similar transaction involving the Company or the occurrence of any event with respect to which the disclosure to the public might be material in light of the sale pursuant to a prospectus but with respect to which disclosure has not yet been made by the Company. (b) As a condition to the inclusion of its Registrable Securities, each Holder will furnish to the Company the information regarding the Holder and the intended method of distribution of the securities as the Company may from time to time request or as will be required in connection with any registration, qualification or compliance referred to in this Section 9. Each Holder agrees that, upon receipt of any notice from promptly will furnish to the Company all information required to be disclosed in order to make the information previously furnished by it to the Company not materially misleading. (c) Each Holder hereby covenants to the Company not to make any sale of the happening Registrable Securities without effectively causing the prospectus delivery requirements under the Securities Act to be satisfied and, if Registrable Securities are to be sold by any method or in any transaction other than as set forth in the Plan of Distribution in the prospectus included in the Shelf Registration Statement or Additional Registration Statement, to deliver to the Company an opinion of counsel to the Holder of such Registrable Securities to the effect that the sale may be effected in accordance with the Securities Act. (d) The rights to cause the Company to register Registrable Securities granted to the Holders by the Company under Section 9.2 may be assigned in whole or in part by a Holder prior to the effective date of the Registration Statement relating to the Registrable Securities, provided, that: (i) any event the Company is furnished with an opinion of counsel to the kind described Holder of such Registrable Securities to the effect that the transfer may be effected in 3.6, 3.7, 3.8, 3.10 or 3.11 hereof, or accordance with the Securities Act; (ii) a determination by the transfer involves not less than the lesser of all of the Holder’s Registrable Securities or 25,000 shares of Common Stock (as adjusted for stock splits, stock dividends, and stock combinations); (iii) the Holder gives prior written notice to the Company’s Board ; and (iv) the transferee agrees to comply with the terms and provisions of Directors that it is advisable this Agreement in a written instrument satisfactory in form and substance to suspend use of the prospectus for a discrete period of time due to pending corporate developments such as negotiation of a material transaction which the Company, in its sole discretion after consultation with legal counsel, determines it would be obligated to disclose in the Shelf Registration, which disclosure the Company believes would be premature or otherwise inadvisable at such time or would have a material adverse effect on the Company and its stockholders, such Holder will forthwith discontinue disposition counsel. (e) No provision of such Registrable Securities covered by the Shelf Registration or prospectus until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by this Section 3.2 hereof, or until such Holder is advised in writing by the Company that the use of the applicable prospectus 9 may be resumedwaived by a particular affected Holder (either generally or in a particular instance, either retroactively or prospectively and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectus. The either for a specified period of time in which or indefinitely) or amended without the use written consent of a prospectus or Shelf Registration is so suspended shall be referred to as a “Black-Out Periodthat affected Holder.” The Company agrees to so advise such Holder promptly of the commencement and termination of any such Black-Out Period, and the Holder agrees to keep the fact of such Black-Out Period confidential. The Company shall not impose a Black-Out Period under this Section 5 for more than thirty (30) consecutive days and not more than twice in any given twelve (12) month period; provided, that at least ninety (90) days must pass between Black-Out Periods. Notwithstanding the foregoing, the Company may suspend the effectiveness of any Shelf Registration if the Commission rules and regulations prohibit the Company from maintaining the effectiveness of a Shelf Registration because its financial statements are stale at a time when its fiscal year has ended or it has made an acquisition reportable under Item 2 of Form 8-K or any other similar situation until the earliest time in which the SEC would allow the Company to re-effect a Shelf Registration (provided that the Company shall use its reasonable best efforts to cure any such situation as soon as possible so that the Shelf Registration can be made effective at the earliest possible time).

CERTAIN OBLIGATIONS OF HOLDERS. (a) Each Holder agrees that, upon receipt of any notice written request from the Company notifying such Holder of the happening of (i) any event requiring the preparation of a supplement or amendment to the kind described in 3.6, 3.7, 3.8, 3.10 registration statement so that the amended or 3.11 hereof, or (ii) a determination by the Company’s Board of Directors that it is advisable to suspend use of the supplemented prospectus for a discrete period of time due to pending corporate developments such as negotiation will not contain an untrue statement of a material transaction which fact or omit to state any material fact required to be stated therein or necessary to make the Company, in its sole discretion after consultation with legal counsel, determines it would be obligated to disclose in the Shelf Registration, which disclosure the Company believes would be premature or otherwise inadvisable at such time or would have a material adverse effect on the Company statements therein not misleading and its stockholders, requesting that such Holder will forthwith discontinue disposition of such Registrable Securities covered by pursuant to the Shelf Registration or prospectus registration statement, each Holder will immediately discontinue dispositions of Registrable Securities pursuant to the registration statement until such Holder’s its receipt of the copies of the supplemented or amended effective prospectus contemplated from the Company and, if so directed by Section 3.2 hereofthe Company, or until each Holder shall deliver to the Company all copies, other than permanent file copies then in such Holders possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (b) As a condition to the inclusion of its Registrable Securities, each Holder shall furnish to the Company such information regarding such Holder is advised and the intended method of distribution of such securities as the Company may from time to time request or as shall be required in connection with any registration, qualification or compliance referred to in this Agreement. Each such Holder promptly shall furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company not materially misleading. (c) Each Holder hereby covenants with the Company not to make any sale of the Registrable Securities without effectively causing the prospectus delivery requirements under the 1933 Act to be satisfied. (d) Each Holder shall, if requested by the Company, acknowledge in writing by the Company that it has been hereby advised that the use anti-manipulation provisions of Regulation M under the 1934 Act may apply to sales of the applicable prospectus may be resumedRegistrable Securities offered pursuant to the registration statement, and has received copies of agrees not to take any additional or supplemental filings that are incorporated or action with respect to any distribution deemed to be incorporated by reference in made pursuant to such prospectus. The period of time in which the use of a prospectus or Shelf Registration is so suspended shall be referred to as a “Black-Out Period.” The Company agrees to so advise such Holder promptly of the commencement and termination of any such Black-Out Period, and the Holder agrees to keep the fact of such Black-Out Period confidential. The Company shall not impose a Black-Out Period under this Section 5 for more than thirty (30) consecutive days and not more than twice in any given twelve (12) month period; providedregistration statement, that at least ninety (90) days must pass between Black-Out Periods. Notwithstanding constitutes a violation of Regulation M under the foregoing, the Company may suspend the effectiveness of any Shelf Registration if the Commission rules and regulations prohibit the Company from maintaining the effectiveness of a Shelf Registration because its financial statements are stale at a time when its fiscal year has ended or it has made an acquisition reportable under Item 2 of Form 8-K 1934 Act or any other similar situation until applicable rule, regulation or law. (e) At the earliest time end of the registration period, the Holders of Registrable Securities included in which the SEC would allow registration statement shall discontinue sales of shares pursuant to such registration statement upon receipt of notice from the Company of its intention to re-effect a Shelf Registration (provided that remove from registration the shares covered thereby which remain unsold, and such Holders shall immediately notify the Company shall use its reasonable best efforts to cure any of the number of shares registered which remain unsold upon receipt of such situation as soon as possible so that notice from the Shelf Registration can be made effective at the earliest possible time).Company. June , 2004

CERTAIN OBLIGATIONS OF HOLDERS. (a) Each Holder agrees that, upon receipt of any notice written request from the Company notifying such Holder of the happening of (i) any event requiring the preparation of a supplement or amendment to the kind described in 3.6, 3.7, 3.8, 3.10 registration statement so that the amended or 3.11 hereof, or (ii) a determination by the Company’s Board of Directors that it is advisable to suspend use of the supplemented prospectus for a discrete period of time due to pending corporate developments such as negotiation will not contain an untrue statement of a material transaction which fact or omit to state any material fact required to be stated therein or necessary to make the Company, in its sole discretion after consultation with legal counsel, determines it would be obligated to disclose in the Shelf Registration, which disclosure the Company believes would be premature or otherwise inadvisable at such time or would have a material adverse effect on the Company statements therein not misleading and its stockholders, requesting that such Holder will forthwith discontinue disposition of such Registrable Securities covered by pursuant to the Shelf Registration or prospectus registration statement, each Holder will immediately discontinue dispositions of Registrable Securities pursuant to the registration statement until such Holder’s its receipt of the copies of the supplemented or amended effective prospectus contemplated from the Company and, if so directed by Section 3.2 hereofthe Company, or until each Holder shall deliver to the Company all copies, other than permanent file copies then in such Holders possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (b) As a condition to the inclusion of its Registrable Securities, each Holder shall furnish to the Company such information regarding such Holder is advised and the intended method of distribution of such securities as the Company may from time to time request or as shall be required in connection with any registration, qualification or compliance referred to in this Agreement. Each such Holder promptly shall furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company not materially misleading. (c) Each Holder hereby covenants with the Company not to make any sale of the Registrable Securities without effectively causing the prospectus delivery requirements under the 1933 Act to be satisfied. (d) Each Holder shall, if requested by the Company, acknowledge in writing by the Company that it has been hereby advised that the use anti-manipulation provisions of Regulation M under the 1934 Act may apply to sales of the applicable prospectus may be resumedRegistrable Securities offered pursuant to the registration statement, and has received copies of agrees not to take any additional or supplemental filings that are incorporated or action with respect to any distribution deemed to be incorporated by reference in made pursuant to such prospectus. The period of time in which the use of a prospectus or Shelf Registration is so suspended shall be referred to as a “Black-Out Period.” The Company agrees to so advise such Holder promptly of the commencement and termination of any such Black-Out Period, and the Holder agrees to keep the fact of such Black-Out Period confidential. The Company shall not impose a Black-Out Period under this Section 5 for more than thirty (30) consecutive days and not more than twice in any given twelve (12) month period; providedregistration statement, that at least ninety (90) days must pass between Black-Out Periods. Notwithstanding constitutes a violation of Regulation M under the foregoing, the Company may suspend the effectiveness of any Shelf Registration if the Commission rules and regulations prohibit the Company from maintaining the effectiveness of a Shelf Registration because its financial statements are stale at a time when its fiscal year has ended or it has made an acquisition reportable under Item 2 of Form 8-K 1934 Act or any other similar situation until applicable rule, regulation or law. (e) At the earliest time end of the registration period, the Holders of Registrable Securities included in which the SEC would allow registration statement shall discontinue sales of shares pursuant to such registration statement upon receipt of notice from the Company of its intention to re-effect a Shelf Registration (provided that remove from registration the shares covered thereby which remain unsold, and such Holders shall immediately notify the Company shall use its reasonable best efforts to cure any of the number of shares registered which remain unsold upon receipt of such situation as soon as possible so that notice from the Shelf Registration can be made effective at the earliest possible time)Company.

CERTAIN OBLIGATIONS OF HOLDERS. (a) The Company may voluntarily suspend the effectiveness of the Shelf Registration Statement for a limited time, which in no event shall be longer than 30 days with respect to any single event or more than 60 consecutive or non-consecutive days in any 12-month period, if the Company has been advised in writing by either counsel or underwriters to the Company that the offering of the Registrable Securities pursuant to the Shelf Registration Statement would materially adversely affect or would be impermissible in the view of (or impermissible without disclosure in a prospectus), a proposed material financing, acquisition, merger, reorganization or other similar transaction involving the Company or the occurrence of any event with respect to which the disclosure to the public might be material in light of the sale pursuant to a prospectus but with respect to which disclosure has not yet been made by the Company. (b) As a condition to the inclusion of its Registrable Securities, each Holder will furnish to the Company the information regarding the Holder and the intended method of distribution of the securities as the Company may from time to time request or as will be required in connection with any registration, qualification or compliance referred to in this Section 9. Each Holder agrees that, upon receipt of any notice from promptly will furnish to the Company all information required to be disclosed in order to make the information previously furnished by it to the Company not materially misleading. (c) Each Holder hereby covenants to the Company not to make any sale of the happening Registrable Securities without effectively causing the prospectus delivery requirements under the Securities Act to be satisfied and, if Registrable Securities are to be sold by any method or in any transaction other than as set forth in the Plan of Distribution in the prospectus included in the Shelf Registration Statement, to deliver to the Company an opinion of counsel to the Holder of such Registrable Securities to the effect that the sale may be effected in accordance with the Securities Act. (d) The rights to cause the Company to register Registrable Securities granted to the Holders by the Company under Section 9.2 may be assigned in whole or in part by a Holder prior to the effective date of the Registration Statement relating to the Registrable Securities, provided, that: (i) any event the Company is furnished with an opinion of counsel to the kind described Holder of such Registrable Securities to the effect that the transfer may be effected in 3.6, 3.7, 3.8, 3.10 or 3.11 hereof, or accordance with the Securities Act; (ii) a determination by the transfer involves not less than the lesser of all of the Holder's Registrable Securities or 25,000 shares of Common Stock (as adjusted for stock splits, stock dividends, and stock combinations); (iii) the Holder gives prior written notice to the Company’s Board ; and (iv) the transferee agrees to comply with the terms and provisions of Directors that it is advisable this Agreement in a written instrument satisfactory in form and substance to suspend use of the prospectus for a discrete period of time due to pending corporate developments such as negotiation of a material transaction which the Company, in its sole discretion after consultation with legal counsel, determines it would be obligated to disclose in the Shelf Registration, which disclosure the Company believes would be premature or otherwise inadvisable at such time or would have a material adverse effect on the Company and its stockholders, such Holder will forthwith discontinue disposition counsel. (e) No provision of such Registrable Securities covered by the Shelf Registration or prospectus until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by this Section 3.2 hereof, or until such Holder is advised in writing by the Company that the use of the applicable prospectus 9 may be resumedwaived by a particular affected Holder (either generally or in a particular instance, either retroactively or prospectively and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectus. The either for a specified period of time in which or indefinitely) or amended without the use written consent of a prospectus or Shelf Registration is so suspended shall be referred to as a “Black-Out Periodthat affected Holder.” The Company agrees to so advise such Holder promptly of the commencement and termination of any such Black-Out Period, and the Holder agrees to keep the fact of such Black-Out Period confidential. The Company shall not impose a Black-Out Period under this Section 5 for more than thirty (30) consecutive days and not more than twice in any given twelve (12) month period; provided, that at least ninety (90) days must pass between Black-Out Periods. Notwithstanding the foregoing, the Company may suspend the effectiveness of any Shelf Registration if the Commission rules and regulations prohibit the Company from maintaining the effectiveness of a Shelf Registration because its financial statements are stale at a time when its fiscal year has ended or it has made an acquisition reportable under Item 2 of Form 8-K or any other similar situation until the earliest time in which the SEC would allow the Company to re-effect a Shelf Registration (provided that the Company shall use its reasonable best efforts to cure any such situation as soon as possible so that the Shelf Registration can be made effective at the earliest possible time).

CERTAIN OBLIGATIONS OF HOLDERS. Each Holder agrees that, upon receipt of any notice from the Company of the happening of (i) any event of the kind described in 3.64.4(f), 3.74.4(g), 3.84.4(h), 3.10 4.4(j) or 3.11 4.4(k) hereof, or (ii) a determination by the Company’s Board of Directors that it is advisable to suspend use of the prospectus for a discrete period of time due to pending corporate developments such as negotiation of a material transaction which the Company, Company in its sole discretion after consultation with legal counsel, determines it would be obligated to disclose in the Shelf Registration, which disclosure the Company believes would be premature or otherwise inadvisable at such time or would have a material adverse effect on the Company and its stockholders, such Holder Hold er will forthwith discontinue disposition of such Registrable Securities covered by the Shelf Registration or prospectus until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.2 4.3(b) hereof, or until such Holder is advised in writing by the Company that the use of the applicable prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectus. The period of time in which the use of a prospectus or Shelf Registration is so suspended shall be referred to as a “Black-Out Period.” The Company agrees to so advise such Holder promptly of the commencement and termination of any such Black-Out Period, and the Holder agrees Investor agree to keep the fact of such Black-Out Period confidential. The Company shall not impose a Black-Out Period under this Section 5 4.6 for more than t han thirty (30) consecutive days and not more than twice in any given twelve (12) month period; provided, that at least ninety (90) days must pass between Black-Out Periods. Notwithstanding the foregoing, the Company may suspend the effectiveness of any Shelf Registration if the Commission rules and regulations prohibit the Company from maintaining the effectiveness of a Shelf Registration because its financial statements are stale at a time when its fiscal year has ended or it has made an acquisition reportable under Item 2 of Form 8-K or any other similar situation until the earliest time in which the SEC would allow the Company to re-effect a Shelf Registration (provided that the Company shall use its reasonable best efforts to cure any such situation as soon as possible so that the Shelf Registration can be made effective at the earliest possible time).

CERTAIN OBLIGATIONS OF HOLDERS. (a) As a condition to the inclusion of its Registrable Securities in the Resale Registration Statement, each Holder will furnish to the Company the information regarding the 257682996 v4 Holder as is legally required in connection with any registration, qualification or compliance referred to in this Article II. (b) Each Holder agrees that, upon receipt of any notice from hereby covenants with the Company not to make any sale of the happening Registrable Securities pursuant to the Resale Registration Statement without effectively causing the prospectus delivery requirements under the Securities Act to be satisfied. (c) Each Holder acknowledges and agrees that the Registrable Securities sold pursuant to the Resale Registration Statement are not transferable on the books of the Company unless the stock certificate submitted to the transfer agent evidencing the Registrable Securities, if applicable, is accompanied by a certificate reasonably satisfactory to the Company to the effect that (i) any event of the kind described Registrable Securities have been sold in 3.6, 3.7, 3.8, 3.10 or 3.11 hereof, or accordance with this Agreement and the Resale Registration Statement and (ii) the requirement of delivering a determination current prospectus has been satisfied. (d) Each Holder is hereby advised that the anti-manipulation provisions of Regulation M under the Exchange Act may apply to sales of the Registrable Securities offered pursuant to the Resale Registration Statement and agrees not to take any action with respect to any distribution deemed to be made pursuant to the Resale Registration Statement that constitutes a violation of Regulation M under the Exchange Act or any other applicable rule, regulation or law. (e) The rights to cause the Company to register Registrable Securities granted to the Holders by the Company’s Board Company under Section 2.02 hereof may be assigned in whole or in part by a Holder in connection with the transfer of Directors that it is advisable to suspend use such Registrable Securities, provided, that: (i) the transfer of the prospectus for a discrete period Registrable Securities and the rights to register such Registrable Securities are effected in accordance with applicable securities laws, (ii) the transfer involves not less than fifty percent (50%) of time due the Shares, (iii) the Holder gives prior written notice to pending corporate developments such as negotiation of a material transaction which the Company, and (iv) the transferee agrees to comply with the terms and provisions of this Agreement in its sole discretion after consultation with legal counsel, determines it would be obligated a written instrument reasonably satisfactory in form and substance to disclose in the Shelf Registration, which disclosure the Company believes would be premature or otherwise inadvisable at such time or would have a material adverse effect on the Company and its stockholderscounsel. Except as specifically permitted by this Section 2.08, such the rights of a Holder will forthwith discontinue disposition of such with respect to Registrable Securities covered by the Shelf Registration or prospectus until such Holder’s receipt will not be transferable to any other Person, and any attempted transfer will cause all rights of the copies Holder to registration of Registrable Securities under this Article II to be forfeited, void ab initio and of no further force and effect. (f) With the written consent of the supplemented Company and each Holder affected or amended prospectus contemplated potentially affected by Section 3.2 hereofsuch proposed waiver, any provision of Sections 2.01, 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08 or until such Holder is advised in writing by the Company that the use of the applicable prospectus 2.09 hereof may be resumedwaived (either generally or in a particular instance, either retroactively or prospectively and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectus. The either for a specified period of time in which or indefinitely). Upon the use effectuation of a prospectus or Shelf Registration is so suspended shall be referred to as a “Black-Out Period.” The Company agrees to so advise such Holder promptly of the commencement and termination of any such Black-Out Period, and the Holder agrees to keep the fact of such Black-Out Period confidential. The Company shall not impose a Black-Out Period under this Section 5 for more than thirty (30) consecutive days and not more than twice in any given twelve (12) month period; provided, that at least ninety (90) days must pass between Black-Out Periods. Notwithstanding the foregoingeach waiver, the Company may suspend the effectiveness of any Shelf Registration if the Commission rules and regulations prohibit the Company from maintaining the effectiveness of a Shelf Registration because its financial statements are stale at a time when its fiscal year has ended or it has made an acquisition reportable under Item 2 of Form 8-K or any other similar situation until the earliest time in which the SEC would allow the Company will promptly give written notice thereof to re-effect a Shelf Registration (provided that the Company shall use its reasonable best efforts to cure any such situation as soon as possible so that the Shelf Registration can be made effective at the earliest possible time)Holders.

CERTAIN OBLIGATIONS OF HOLDERS. Each It shall be a condition precedent to the obligations of Ameritrade to take any action under this Agreement with respect to the Registrable Securities of any Selling Holder agrees thatthat such Holder meet the following conditions: (a) Holder shall furnish to Ameritrade such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the Registration of such Holder's Registrable Securities; (b) All information specifically with respect to such Holder furnished to Ameritrade by or on behalf of Holder for use in connection with the preparation of any registration statement relating to such Registrable Securities shall be true and correct in all material respects and shall not omit any material fact necessary to make such information, in light of the circumstances under which it was disclosed, not misleading; (c) Such Holder shall distribute in connection with the offering and sale of the Registrable Securities the prospectus or other offering material permitted by the Securities Act and prepared by the Company, and only such materials; (d) Such Holder will comply with the provisions of the Exchange Act and the regulations thereunder; (e) To assist Ameritrade in qualifying the Registrable Securities for sale under applicable state securities laws, such Holder will advise Ameritrade of each jurisdiction in which it intends to offer or sell any or all Registrable Securities, and will agree not to offer or sell any Registrable Securities in any jurisdiction where the Registrable Securities are not registered or exempt from registration; (f) Such Holder will inform Ameritrade in writing of any and all sales, or other transfers or dispositions of any Registrable Securities made pursuant to the registration statement within fifteen (15) calendar days following each such disposition; (g) In the event of any underwritten public offering of any Registrable Securities pursuant to Section 2, such Holder shall enter into and perform its obligations under an underwriting agreement, in the form agreed upon by Ameritrade and the underwriters selected by it that is customary for the type of transaction contemplated; (h) Upon the receipt of any notice from the Company Ameritrade of the happening of (i) any event described in Section 5(f), or upon the issuance of any stop order or other order suspending the effectiveness of the kind described in 3.6, 3.7, 3.8, 3.10 or 3.11 hereof, or (ii) a determination by the Company’s Board of Directors that it is advisable to suspend use of the prospectus for a discrete period of time due to pending corporate developments such as negotiation of a material transaction which the Company, in its sole discretion after consultation with legal counsel, determines it would be obligated to disclose in the Shelf Registration, which disclosure the Company believes would be premature or otherwise inadvisable at such time or would have a material adverse effect on the Company and its stockholdersregistration statement, such Holder will forthwith immediately discontinue disposition of the Registrable Securities pursuant to the registration statement until the filing of the effective post-effective amendment or the supplemented prospectus referred to in Section 5 or until the withdrawal of such stop order or other order, as applicable, and, if so directed by Ameritrade, such Holder will deliver to Ameritrade (at Ameritrade's expense) all copies, other than permanent file copies then in such Holder's possession, of the prospectus covering such Registrable Securities covered by current at the Shelf Registration or prospectus until such Holder’s time of its receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.2 hereof, or until such Holder is advised in writing by the Company that the use of the applicable prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectus. The period of time in which the use of a prospectus or Shelf Registration is so suspended shall be referred to as a “Black-Out Periodnotice.” The Company agrees to so advise such Holder promptly of the commencement and termination of any such Black-Out Period, and the Holder agrees to keep the fact of such Black-Out Period confidential. The Company shall not impose a Black-Out Period under this Section 5 for more than thirty (30) consecutive days and not more than twice in any given twelve (12) month period; provided, that at least ninety (90) days must pass between Black-Out Periods. Notwithstanding the foregoing, the Company may suspend the effectiveness of any Shelf Registration if the Commission rules and regulations prohibit the Company from maintaining the effectiveness of a Shelf Registration because its financial statements are stale at a time when its fiscal year has ended or it has made an acquisition reportable under Item 2 of Form 8-K or any other similar situation until the earliest time in which the SEC would allow the Company to re-effect a Shelf Registration (provided that the Company shall use its reasonable best efforts to cure any such situation as soon as possible so that the Shelf Registration can be made effective at the earliest possible time).

CERTAIN OBLIGATIONS OF HOLDERS. As a condition to the inclusion of its Registrable Securities in the Resale Registration Statement, each Holder will furnish to the Company the information regarding the Holder as is legally required in connection with any registration, qualification or compliance referred to in this Article II. Each Holder agrees that, upon receipt of any notice from hereby covenants with the Company not to make any sale of the happening Registrable Securities pursuant to the Shelf Registration Statement without effectively causing the prospectus delivery requirements under the Securities Act to be satisfied. Each Holder acknowledges and agrees that the Registrable Securities sold pursuant to the Shelf Registration Statement are not transferable on the books of the Company unless the stock certificate submitted to the transfer agent evidencing the Registrable Securities, if applicable, is accompanied by a certificate reasonably satisfactory to the Company to the effect that (i) any event of the kind described Registrable Securities have been sold in 3.6, 3.7, 3.8, 3.10 or 3.11 hereof, or accordance with this Agreement and the Shelf Registration Statement and (ii) the requirement of delivering a determination current prospectus has been satisfied. Each Holder is hereby advised that the anti-manipulation provisions of Regulation M under the Exchange Act may apply to sales of the Registrable Securities offered pursuant to the Shelf Registration Statement and agrees not to take any action with respect to any distribution deemed to be made pursuant to the Shelf Registration Statement that constitutes a violation of Regulation M under the Exchange Act or any other applicable rule, regulation or law. The rights to cause the Company to register Registrable Securities granted to the Holders by the Company’s Board of Directors that it is advisable to suspend use of Company under Section 2.02 may be assigned in whole or in part by a Holder in connection with the prospectus for a discrete period of time due to pending corporate developments such as negotiation of a material transaction which the Company, in its sole discretion after consultation with legal counsel, determines it would be obligated to disclose in the Shelf Registration, which disclosure the Company believes would be premature or otherwise inadvisable at such time or would have a material adverse effect on the Company and its stockholders, such Holder will forthwith discontinue disposition transfer of such Registrable Securities covered by Securities, provided, that: (i) the Shelf Registration or prospectus until such Holder’s receipt transfer of the copies of the supplemented or amended prospectus contemplated by Section 3.2 hereof, or until such Holder is advised in writing by the Company that the use of the applicable prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectus. The period of time in which the use of a prospectus or Shelf Registration is so suspended shall be referred to as a “Black-Out Period.” The Company agrees to so advise such Holder promptly of the commencement and termination of any such Black-Out Period, Registrable Securities and the Holder agrees rights to keep register such Registrable Securities are effected in accordance with applicable securities laws, (ii) the fact transfer involves not less than fifty percent (50%) of such Black-Out Period confidential. The Company shall not impose a Black-Out Period under this Section 5 for more than thirty (30) consecutive days and not more than twice in any given twelve (12) month period; provided, that at least ninety (90) days must pass between Black-Out Periods. Notwithstanding the foregoing, the Company may suspend the effectiveness of any Shelf Registration if the Commission rules and regulations prohibit the Company from maintaining the effectiveness of a Shelf Registration because its financial statements are stale at a time when its fiscal year has ended or it has made an acquisition reportable under Item 2 of Form 8-K or any other similar situation until the earliest time in which the SEC would allow the Company to re-effect a Shelf Registration (provided that the Company shall use its reasonable best efforts to cure any such situation as soon as possible so that the Shelf Registration can be made effective at the earliest possible time).aggregate

CERTAIN OBLIGATIONS OF HOLDERS. (a) Each Holder agrees that, upon receipt of any written notice from the Company of the happening of (i) any event requiring the preparation of a supplement or amendment to the kind described in 3.6Shelf Registration Statement so that, 3.7as thereafter delivered to the Holders, 3.8, 3.10 or 3.11 hereof, or (ii) a determination by the Company’s Board of Directors that it is advisable to suspend use of the such prospectus for a discrete period of time due to pending corporate developments such as negotiation will not contain an untrue statement of a material transaction which fact or omit to state any material fact required to be stated therein or necessary to make the Companystatements therein not misleading, in its sole discretion after consultation with legal counsel, determines it would be obligated to disclose in the Shelf Registration, which disclosure the Company believes would be premature or otherwise inadvisable at such time or would have a material adverse effect on the Company and its stockholders, such each Holder will forthwith discontinue disposition of such Registrable Securities covered by pursuant to the Shelf Registration or prospectus Statement until such Holder’s its receipt of the copies of the supplemented or amended effective prospectus contemplated from the Company and, if so directed by the Company, each Holder shall deliver to the Company all copies, other than permanent file copies then in such Holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (b) As a condition to the inclusion of its Registrable Securities, each Holder shall furnish to the Company such information regarding such Holder and the intended method of distribution of such securities as the Company may from time to time request or as shall be required in connection with any registration, qualification or compliance referred to in this Section 3.2 hereof7. Each such Holder promptly shall furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company not materially misleading. (c) Each Holder hereby covenants with the Company (1) not to make any sale of the Registrable Securities without effectively causing the prospectus delivery requirements under the Act to be satisfied, and (2) if such Registrable Securities are to be sold by any method or in any transaction other than in the over-the-counter market, in privately negotiated transactions, or until in a combination of such Holder is advised in writing by methods, to notify the Company at least five business days prior to the date on which the Holder first offers to sell any such Registrable Securities. (d) Each Holder acknowledges and agrees that the use Registrable Securities sold pursuant to the Shelf Registration Statement are not transferable on the books of the applicable Company unless the stock certificate submitted to the transfer agent evidencing such Registrable Securities is accompanied by a certificate reasonably satisfactory to the Company to the effect that (A) the Registrable Securities have been sold in accordance with such Shelf Registration Statement and (B) the requirement of delivering a current prospectus has been satisfied. (e) Each Holder has been hereby advised that the anti-manipulation provisions of Regulation M under the Exchange Act may be resumedapply to sales of the Registrable Securities offered pursuant to the Shelf Registration Statement, and has received copies of agrees not to take any additional or supplemental filings that are incorporated or action with respect to any distribution deemed to be incorporated by reference made pursuant to such Shelf Registration Statement, that constitutes a violation of Regulation M under the Exchange Act or any other applicable rule, regulation or law. (f) At the end of the Registration Period, the Holders of Registrable Securities included in the Shelf Registration Statement shall discontinue sales of shares pursuant to such prospectus. registration statement upon receipt of notice from the Company of its intention to remove from registration the shares covered thereby which remain unsold, and such Holders promptly shall notify the Company of the number of shares registered which remain unsold immediately upon receipt of such notice from the Company. (g) The rights of a Holder with respect to Registrable Securities shall not be assignable or transferable to any other person or entity other than an affiliate of the Holder, and any attempted transfer shall cause all rights of such Holder therein to be forfeited, void ab initio and of no further force and effect. (h) With the written consent of the Company and the Holders holding at least majority of the Registrable Securities that are then outstanding, any provision of this Section 7 may be waived (either generally or in a particular instance, either retroactively or prospectively and either for a specified period of time in which the use of a prospectus or Shelf Registration is so suspended shall be referred to as a “Black-Out Periodindefinitely) or amended.” The Company agrees to so advise such Holder promptly of the commencement and termination of any such Black-Out Period, and the Holder agrees to keep the fact of such Black-Out Period confidential. The Company shall not impose a Black-Out Period under this Section 5 for more than thirty (30) consecutive days and not more than twice in any given twelve (12) month period; provided, that at least ninety (90) days must pass between Black-Out Periods. Notwithstanding the foregoing, the Company may suspend the effectiveness of any Shelf Registration if the Commission rules and regulations prohibit the Company from maintaining the effectiveness of a Shelf Registration because its financial statements are stale at a time when its fiscal year has ended or it has made an acquisition reportable under Item 2 of Form 8-K or any other similar situation until the earliest time in which the SEC would allow the Company to re-effect a Shelf Registration (provided that the Company shall use its reasonable best efforts to cure any such situation as soon as possible so that the Shelf Registration can be made effective at the earliest possible time).

CERTAIN OBLIGATIONS OF HOLDERS. (a) The Company may voluntarily suspend the effectiveness of the Shelf Registration Statement for a limited time, which in no event shall be longer than 30 days with respect to any single event or more than 90 consecutive or non-consecutive days in any 12-month period, if the Company has been advised in writing by either counsel or underwriters to the Company that the offering of the Registrable Securities pursuant to the Shelf Registration Statement would materially adversely affect or would be impermissible in the view of (or impermissible without disclosure in a prospectus), a proposed material financing, acquisition, merger, reorganization or other similar transaction involving the Company. (b) As a condition to the inclusion of its Registrable Securities, each Holder will furnish to the Company the information regarding the Holder and the intended method of distribution of the securities as the Company may from time to time request or as will be required in connection with any registration, qualification or compliance referred to in this Section 9. Each Holder agrees that, upon receipt of any notice from promptly will furnish to the Company all information required to be disclosed in order to make the information previously furnished by it to the Company not materially misleading. (c) Each Holder hereby covenants to the Company not to make any sale of the happening Registrable Securities without effectively causing the prospectus delivery requirements under the Securities Act to be satisfied and, if Registrable Securities are to be sold by any method or in any transaction other than as set forth in the Plan of Distribution in the prospectus included in the Shelf Registration Statement, to deliver to the Company an opinion of counsel to the Holder of such Registrable Securities to the effect that the sale may be effected in accordance with the Securities Act. (d) The rights to cause the Company to register Registrable Securities granted to the Holders by the Company under Section 9.2 may be assigned in whole or in part by a Holder, provided, that: (i) any event the Company is furnished with an opinion of counsel to the kind described Holder of such Registrable Securities to the effect that the transfer may be effected in 3.6, 3.7, 3.8, 3.10 or 3.11 hereof, or accordance with the Securities Act; (ii) a determination by the transfer involves not less than the lesser of all of the Holder's Registrable Securities or 25,000 shares of Common Stock; (iii) the Holder gives prior written notice to the Company’s Board ; and (iv) the transferee agrees to comply with the terms and provisions of Directors that it is advisable this Agreement in a written instrument satisfactory in form and substance to suspend use of the prospectus for a discrete period of time due to pending corporate developments such as negotiation of a material transaction which the Company, in its sole discretion after consultation with legal counsel, determines it would be obligated to disclose in the Shelf Registration, which disclosure the Company believes would be premature or otherwise inadvisable at such time or would have a material adverse effect on the Company and its stockholders, such Holder will forthwith discontinue disposition counsel. (e) No provision of such Registrable Securities covered by the Shelf Registration or prospectus until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by this Section 3.2 hereof, or until such Holder is advised in writing by the Company that the use of the applicable prospectus 9 may be resumedwaived (either generally or in a particular instance, either retroactively or prospectively and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectus. The either for a specified period of time in which or indefinitely) or amended without the use written consent of a prospectus or Shelf Registration is so suspended shall be referred to as a “Black-Out Periodeach affected Holder.” The Company agrees to so advise such Holder promptly of the commencement and termination of any such Black-Out Period, and the Holder agrees to keep the fact of such Black-Out Period confidential. The Company shall not impose a Black-Out Period under this Section 5 for more than thirty (30) consecutive days and not more than twice in any given twelve (12) month period; provided, that at least ninety (90) days must pass between Black-Out Periods. Notwithstanding the foregoing, the Company may suspend the effectiveness of any Shelf Registration if the Commission rules and regulations prohibit the Company from maintaining the effectiveness of a Shelf Registration because its financial statements are stale at a time when its fiscal year has ended or it has made an acquisition reportable under Item 2 of Form 8-K or any other similar situation until the earliest time in which the SEC would allow the Company to re-effect a Shelf Registration (provided that the Company shall use its reasonable best efforts to cure any such situation as soon as possible so that the Shelf Registration can be made effective at the earliest possible time).

CERTAIN OBLIGATIONS OF HOLDERS. (a) Each Holder agrees that, upon receipt of any notice from the Company of the happening of (i) any event of the kind described in 3.63.1(g), 3.73.1(h), 3.83.1(i), 3.10 3.1(j) or 3.11 3.1(k) hereof, or (ii) a determination by the Company’s Board of Directors in its reasonable judgment after consultation with legal counsel that it is advisable to suspend use of the prospectus for a discrete period of time due to pending corporate developments such as negotiation of a material transaction which the Company, in its sole discretion after consultation with legal counsel, determines it would be obligated to disclose in the Shelf RegistrationRegistration Statement, which disclosure the Company believes would be premature or otherwise inadvisable at such time or would have a material adverse effect on the Company and its stockholders, such Holder will forthwith discontinue disposition of such Registrable Securities covered by the Shelf Registration Statement or prospectus until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.2 3.1 hereof, or until such Holder is advised in writing by the Company that the use of the applicable prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectus. The period of time in which the use of a prospectus or Shelf Registration Statement is so suspended shall be referred to as a “Black-Out Period.” The Company agrees to so advise such Holder promptly of the commencement and termination of any such Black-Out Period, and the Holder agrees to keep the fact of such Black-Out Period confidential. The Company shall not impose a Black-Out Period under this Section 5 4 for more than thirty (30) consecutive days and not more than twice in any given twelve (12) month period; provided, that at least ninety (90) days must pass between Black-Out Periods. Notwithstanding the foregoing, the Company may suspend the effectiveness of any Shelf Registration Statement if the Commission SEC rules and regulations prohibit the Company from maintaining the effectiveness of a Shelf Registration because its financial statements are stale at a time when its fiscal year has ended or it has made an acquisition reportable under Item 2 of Form 8-K or any other similar situation until the earliest time in which the SEC would allow the Company to re-effect a Shelf Registration Statement (provided that the Company shall use its reasonable best efforts to cure any such situation as soon as possible so that the Shelf Registration Statement can be made effective at the earliest possible time). The Company shall not effect a Black-Out Period and the Holders shall not be subject to a Black Out Period hereunder unless the Company also institutes such Black-Out Period against sales under any Registration Statements on Form S-8 or any other registration statement that the Company has on file with the SEC at such time. Notwithstanding the foregoing, the Company undertakes and covenants that until the first to occur of (i) the end of sixty (60) days following the Effective Date, or (ii) the date that all the Shares and Warrant Shares have been resold pursuant to a Registration Statement or Rule 144, the Company will not take any action, including, without limitation, entering into any acquisition, share exchange or sale or other transaction that could have the effect of delaying the effectiveness of any pending Registration Statement, requiring a post-effective amendment to be filed or causing a post-effective amendment to a Registration Statement to not be declared effective or for a Holder not to be able to effect sales for a period of fifteen (15) or more days. (b) In connection with the registration of the Registrable Securities, each of the Holders shall have the following obligations: (i) It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Agreement with respect to each Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended methods of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. Each Holder will furnish to the Company, at the Closing, a completed Selling Stockholder Questionnaire in the form set forth as Exhibit B to the Purchase Agreement. Each Holder agrees to promptly update such questionnaire in order to make the information previously furnished to the Company by such Holder not materially misleading. If within seven (7) days of the filing date the Company has not received the Selling Stockholder Questionnaire from a Holder (a “Non-Responsive Holder”), then the Company may file the Registration Statement without including Registrable Securities of such Non-Responsive Holder. (ii) Each Holder participating in an underwritten offering agrees to cooperate with the Company in connection with the preparation and filing of any Registration Statement hereunder, unless each Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from the Registration Statement. (iii) In the event Holders holding a majority in interest of the Registrable Securities being sold pursuant to the Shelf Registration Statement select underwriters for the offering, each Holder agrees to enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations and market stand-off obligations, with the managing underwriter of such offering and to take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities being sold, unless such Holder has notified the Company in writing of its election to exclude all of his Registrable Securities from the Registration Statement.

CERTAIN OBLIGATIONS OF HOLDERS. (a) The Company may voluntarily suspend the effectiveness of the Shelf Registration Statement for a limited time, which in no event shall be longer than 60 consecutive or non-consecutive days in any 12-month period, if the Company has been advised in writing by either counsel or underwriters to the Company that the offering of the Registrable Securities pursuant to the Shelf Registration Statement would materially adversely effect or would be improper in the view of (or improper without disclosure in a prospectus), a proposed material financing, acquisition, merger, reorganization or other similar transaction involving the Company. (b) If the registration statement registering the Shares for resale is suspended more than 60 consecutive or non-consecutive days in any 12-month period thereafter, the Company shall promptly, in each respective month (and prorated for partial months), issue to the Purchaser .01 shares of Common Stock for every Share purchased in the Offering until the registration statement is declared effective by the SEC (rounded up to the nearest share after aggregating all shares held by such Offering Holder). (c) As a condition to the inclusion of its Registrable Securities, each Holder will furnish to the Company the information regarding the Holder and the intended method of distribution of the securities as the Company may from time to time request or as will be required in connection with any registration, qualification or compliance referred to in this SECTION 9. Each Holder agrees that, upon receipt of any notice from promptly will furnish to the Company all information required to be disclosed in order to make the information previously furnished by it to the Company not materially misleading. (d) Each Holder hereby covenants to the Company not to make any sale of the happening Registrable Securities without effectively causing the prospectus delivery requirements under the Securities Act to be satisfied and (2) if Registrable Securities are to be sold by any method or in any transaction other than on Nasdaq (or other national securities exchange, in the over the counter market, in privately negotiated transactions, or in a combination of those methods, to deliver to the Company an opinion of counsel to the Holder of such Registrable Securities to the effect that the sale may be effected in accordance with the Securities Act. (e) The rights to cause the Company to register Registrable Securities granted to the Holders by the Company under SECTION 9.2 may be assigned in whole or in part by a Holder, provided, that: (i) any event the Company is furnished with an opinion of counsel to the kind described Holder of such Registrable Securities to the effect that the transfer may be effected in 3.6, 3.7, 3.8, 3.10 or 3.11 hereof, or accordance with the Securities Act; (ii) a determination by the transfer involves not less than the lesser of all of the Holder's Registrable Securities or 25,000 shares of Common Stock; (iii) the Holder gives prior written notice to the Company’s Board ; and (iv) the transferee agrees to comply with the terms and provisions of Directors that it is advisable this Agreement in a written instrument satisfactory in form and substance to suspend use of the prospectus for a discrete period of time due to pending corporate developments such as negotiation of a material transaction which the Company, in its sole discretion after consultation with legal counsel, determines it would be obligated to disclose in the Shelf Registration, which disclosure the Company believes would be premature or otherwise inadvisable at such time or would have a material adverse effect on the Company and its stockholders, such Holder will forthwith discontinue disposition counsel. (f) No provision of such Registrable Securities covered by the Shelf Registration or prospectus until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.2 hereof, or until such Holder is advised in writing by the Company that the use of the applicable prospectus this SECTION 9 may be resumedwaived (either generally or in a particular instance, either retroactively or prospectively and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectus. The either for a specified period of time in which or indefinitely) or amended without the use written consent of a prospectus or Shelf Registration is so suspended shall be referred to as a “Black-Out Periodeach Holder.” The Company agrees to so advise such Holder promptly of the commencement and termination of any such Black-Out Period, and the Holder agrees to keep the fact of such Black-Out Period confidential. The Company shall not impose a Black-Out Period under this Section 5 for more than thirty (30) consecutive days and not more than twice in any given twelve (12) month period; provided, that at least ninety (90) days must pass between Black-Out Periods. Notwithstanding the foregoing, the Company may suspend the effectiveness of any Shelf Registration if the Commission rules and regulations prohibit the Company from maintaining the effectiveness of a Shelf Registration because its financial statements are stale at a time when its fiscal year has ended or it has made an acquisition reportable under Item 2 of Form 8-K or any other similar situation until the earliest time in which the SEC would allow the Company to re-effect a Shelf Registration (provided that the Company shall use its reasonable best efforts to cure any such situation as soon as possible so that the Shelf Registration can be made effective at the earliest possible time).

CERTAIN OBLIGATIONS OF HOLDERS. (a) Each Holder agrees that, upon receipt of any notice written request from the Company notifying the Holder of the happening of (i) any event requiring the preparation of a supplement or amendment to the kind described in 3.6Shelf Registration Statement so that, 3.7as thereafter delivered to the Holders, 3.8, 3.10 or 3.11 hereof, or (ii) a determination by the Company’s Board of Directors that it is advisable to suspend use of the prospectus for a discrete period of time due to pending corporate developments such as negotiation will not contain an untrue statement of a material transaction which fact or omit to state any material fact required to be stated therein or necessary to make the Company, in its sole discretion after consultation with legal counsel, determines it would be obligated statements therein not misleading and requesting that the Holder discontinue disposition of Registrable Securities pursuant to disclose in the Shelf RegistrationRegistration Statement, which disclosure the Company believes would be premature or otherwise inadvisable at such time or would have a material adverse effect on the Company and its stockholders, such each Holder will forthwith discontinue disposition of such Registrable Securities covered by pursuant to the Shelf Registration or prospectus Statement until such Holder’s its receipt of the copies of the supplemented or amended effective prospectus contemplated from the Company and, if so directed by the Company, each Holder will deliver to the Company all copies, other than permanent file copies then in the Holder's possession, of the prospectus covering the Registrable Securities current at the time of receipt of the notice. (b) Each Holder agrees to suspend, upon written request of the Company, any disposition of Registrable Securities pursuant to the Shelf Registration Statement during (A) any period not to exceed one 90-day period within any one 12-month period the Company requires in connection with a primary public offering of equity securities in which the Company will engage an underwriter and (B) any period, not to exceed one 90-day period per 12-month period, when the Company determines in good faith that offers and sales pursuant thereto should not be made by reason of the presence of material undisclosed circumstances or developments with respect to which the disclosure that would be required in a prospectus is premature or would interfere with any material financing, acquisition, merger, reorganization or other transaction involving the Company, would have an adverse effect on the Company or is otherwise inadvisable for the Company. (c) As a condition to the inclusion of its Registrable Securities, each Holder will furnish to the Company the information regarding the Holder and the intended method of distribution of the securities as the Company may from time to time request or as will be required in connection with any registration, qualification or compliance referred to in this Section 3.2 hereof7. Each Holder promptly will furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company not materially misleading. (d) Each Holder hereby covenants with the Company (1) not to make any sale of the Registrable Securities without effectively causing the prospectus delivery requirements under the Securities Act to be satisfied, and (2) if Registrable Securities are to be sold by any method or in any transaction other than on Nasdaq (or other national securities exchange), in the over-the-counter market, in privately negotiated transactions, or until such in a combination of those methods, to notify the Company at least five business days prior to the date on which the Holder first offers to sell any Registrable Securities. (e) Each Holder acknowledges and agrees that the Registrable Securities sold pursuant to the Shelf Registration Statement are not transferable on the books of the Company unless the stock certificate submitted to the transfer agent evidencing the Registrable Securities is accompanied by a certificate reasonably satisfactory to the Company to the effect that (A) the Registrable Securities have been sold in accordance with this Agreement and the Shelf Registration Statement and (B) the requirement of delivering a current prospectus has been satisfied. (f) Each Holder is hereby advised that the anti-manipulation provisions of Regulation M under the Exchange Act may apply to sales of the Registrable Securities offered pursuant to the Shelf Registration Statement, and agrees not to take any action with respect to any distribution deemed to be made pursuant to the Shelf Registration Statement, that constitutes a violation of Regulation M under the Exchange Act or any other applicable rule, regulation or law. (g) At the end of the Registration Period, the Holders of Registrable Securities included in writing the Shelf Registration Statement will discontinue sales of shares pursuant thereto upon receipt of notice from the Company of its intention to remove from registration the shares covered thereby which remain unsold, and the Holders promptly will notify the Company of the number of shares registered that remain unsold immediately upon receipt of the notice from the Company. (h) The rights to cause the Company to register Registrable Securities granted to the Holders by the Company that under Section 7.2 may be assigned in whole or in part by a Holder, provided, that: (i) the use transfer may otherwise be effected in accordance with applicable securities laws; (ii) the transfer involves not less than the lesser of all of the applicable prospectus Holder's Registrable Securities or 25,000 shares of Common Stock; (iii) the Holder gives prior written notice to the Company; and (iv) the transferee agrees to comply with the terms and provisions of this Agreement in a written instrument satisfactory in form and substance to the Company and its counsel. Except as specifically permitted by this Section 7.6, the rights of a Holder with respect to Registrable Securities will not be transferable to any other person or entity, and any attempted transfer will cause all rights of the Holder therein to be forfeited, void ab initio and of no further force and effect. (i) With the written consent of the Company and the Holders holding at least 66 2/3% of the Registrable Securities that are then outstanding, any provision of this Section 7 may be resumedwaived (either generally or in a particular instance, either retroactively or prospectively and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectus. The either for a specified period of time in which or indefinitely) or amended. Upon the use effectuation of a prospectus each waiver or Shelf Registration is so suspended shall be referred to as a “Black-Out Period.” The Company agrees to so advise such Holder promptly of the commencement and termination of any such Black-Out Period, and the Holder agrees to keep the fact of such Black-Out Period confidential. The Company shall not impose a Black-Out Period under this Section 5 for more than thirty (30) consecutive days and not more than twice in any given twelve (12) month period; provided, that at least ninety (90) days must pass between Black-Out Periods. Notwithstanding the foregoingamendment, the Company may suspend will promptly give written notice thereof to the effectiveness of any Shelf Registration Holders, if the Commission rules and regulations prohibit the Company from maintaining the effectiveness of a Shelf Registration because its financial statements are stale at a time when its fiscal year has ended any, who have not previously received notice thereof or it has made an acquisition reportable under Item 2 of Form 8-K or any other similar situation until the earliest time consented thereto in which the SEC would allow the Company to re-effect a Shelf Registration (provided that the Company shall use its reasonable best efforts to cure any such situation as soon as possible so that the Shelf Registration can be made effective at the earliest possible time)writing.

CERTAIN OBLIGATIONS OF HOLDERS. (a) Each Holder agrees that, upon receipt of any notice from the Company of (i) the happening of (i) any event of the kind described in 3.6Sections 7.3(f)(i)(A), 3.77.3(f)(ii), 3.87.3(f)(iii), 3.10 7.3(f)(iv), 7.3(f)(v) or 3.11 7.3(f)(vi) hereof, or (ii) a determination by the Company’s Board of Directors that it is advisable to suspend use of the prospectus Prospectus for a discrete period of time due to pending corporate developments such as negotiation of a material transaction which the Company, Company in its sole discretion after consultation with legal counsel, determines it would be obligated to disclose in the Shelf RegistrationRegistration Statement, which disclosure the Company believes would be premature or otherwise inadvisable at such time or would have a material adverse effect on the Company and its stockholders, such Holder will forthwith discontinue disposition of such Registrable Securities covered by the Shelf Registration Statement or prospectus Prospectus until such Holder’s receipt of the copies of the supplemented or amended prospectus Prospectus contemplated by Section 3.2 7.3(b) hereof, or until such Holder is advised in writing by the Company that the use of the applicable prospectus Prospectus may be resumed, resumed and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectusProspectus. The period of time in which the use of a prospectus Prospectus or Shelf Registration Statement is so suspended shall be referred to as a “Black-Out Period.” The Company agrees to so advise such Holder promptly of the commencement and termination of any such Black-Out Period, and the Holder agrees Purchasers agree to keep the fact of such Black-Out Period confidential. The Company shall not impose a Black-Out Period under this Section 5 7.7 for more than thirty ninety (3090) consecutive days and not more than twice in any given twelve (12) month period; provided, that at least ninety sixty (9060) days must pass between Black-Out PeriodsPeriods and the total aggregate length of all Black-Out periods within any twelve (12) month period shall not exceed one hundred and twenty (120) days. Notwithstanding the foregoing, the Company may suspend the effectiveness use of any Shelf Registration Statement if the Commission Commission’s rules and regulations prohibit the Company from maintaining the effectiveness of a Shelf Registration Statement because its financial statements are stale at a time when its fiscal year has ended or it has made an acquisition reportable under Item 2 2.01 of Form 8-K or any other similar situation until the earliest time in which the SEC would allow the Company to reCompany’s Form 10-effect K or 10-KSB has been filed or a Shelf Registration Form 8-K, including any required pro forma or historical financial statements, has been filed, respectively (provided that the Company shall use its reasonable best efforts to cure any such situation as soon as possible so that the Shelf Registration Statement can be made effective used at the earliest possible time). (b) As a condition to the closing and to the inclusion of its Registrable Securities, each Holder will furnish to the Company the information regarding the Holder as is legally required in connection with any registration, qualification or compliance referred to in this Article 7. (c) Each Holder hereby covenants with the Company not to make any sale of the Registrable Securities without effectively causing the prospectus delivery requirements under the Securities Act to be satisfied. (d) Each Holder acknowledges and agrees that the Registrable Securities sold pursuant to the Shelf Registration Statement are not transferable on the books of the Company unless the stock certificate submitted to the transfer agent evidencing the Registrable Securities, if applicable, is accompanied by a certificate reasonably satisfactory to the Company to the effect that (i) the Registrable Securities have been sold in accordance with this Agreement and the Shelf Registration Statement and (ii) the requirement of delivering a current prospectus has been satisfied. (e) Each Holder is hereby advised that the anti-manipulation provisions of Regulation M under the Exchange Act may apply to sales of the Registrable Securities offered pursuant to the Shelf Registration Statement and agrees not to take any action with respect to any distribution deemed to be made pursuant to the Shelf Registration Statement that constitutes a violation of Regulation M under the Exchange Act or any other applicable rule, regulation or law. (f) At the end of the Effectiveness Period, the Holders of Registrable Securities included in the Shelf Registration Statement shall discontinue sales of shares pursuant thereto upon receipt of notice from the Company of its intention to remove from registration the shares covered thereby which remain unsold. (g) The rights to cause the Company to register Registrable Securities granted to the Holders by the Company under Section 7.2 may be assigned in whole or in part by a Holder in connection with the transfer of such Registrable Securities, provided, that: (i) the transfer of the Registrable Securities and the rights to register such Registrable Securities are effected in accordance with applicable securities laws, (ii) the transfer involves not less than fifty percent (50%) of the Shares sold pursuant to this Agreement, (iii) the Holder gives prior written notice to the Company, and (iv) the transferee agrees to comply with the terms and provisions of this Agreement in a written instrument reasonably satisfactory in form and substance to the Company and its counsel. Except as specifically permitted by this Section 7.7, the rights of a Holder with respect to Registrable Securities will not be transferable to any other Person, and any attempted transfer will cause all rights of the Holder to registration of Registrable Securities under this Article 7 to be forfeited, void ab initio and of no further force and effect. (h) With the written consent of the Company and each Holder affected or potentially affected by such proposed waiver, any provision of Sections 7.1, 7.2, 7.3, 7.4, 7.5, 7.6, 7.7, 7.8 or 7.9 may be waived (either generally or in a particular instance, either retroactively or prospectively and either for a specified period of time or indefinitely). Upon the effectuation of each waiver, the Company will promptly give written notice thereof to such Holders.

CERTAIN OBLIGATIONS OF HOLDERS. As a condition to the inclusion of its Registrable Securities in the Resale Registration Statement, each Holder will furnish to the Company the information regarding the Holder as is legally required in connection with any registration, qualification or compliance referred to in this Article II. Each Holder agrees that, upon receipt of any notice from hereby covenants with the Company not to make any sale of the happening Registrable Securities pursuant to the Shelf Registration Statement without effectively causing the prospectus delivery requirements under the Securities Act to be satisfied. Each Holder acknowledges and agrees that the Registrable Securities sold pursuant to the Shelf Registration Statement are not transferable on the books of the Company unless the stock certificate submitted to the transfer agent evidencing the Registrable Securities, if applicable, is accompanied by a certificate reasonably satisfactory to the Company to the effect that (i) any event of the kind described Registrable Securities have been sold in 3.6, 3.7, 3.8, 3.10 or 3.11 hereof, or accordance with this Agreement and the Shelf Registration Statement and (ii) the requirement of delivering a determination current prospectus has been satisfied. Each Holder is hereby advised that the anti-manipulation provisions of Regulation M under the Exchange Act may apply to sales of the Registrable Securities offered pursuant to the Shelf Registration Statement and agrees not to take any action with respect to any distribution deemed to be made pursuant to the Shelf Registration Statement that constitutes a violation of Regulation M under the Exchange Act or any other applicable rule, regulation or law. The rights to cause the Company to register Registrable Securities granted to the Holders by the Company’s Board Company under Section 2.02 may be assigned in whole or in part by a Holder in connection with the transfer of Directors that it is advisable to suspend use such Registrable Securities, provided, that: (i) the transfer of the prospectus for a discrete period Registrable Securities and the rights to register such Registrable Securities are effected in accordance with applicable securities laws, (ii) the transfer involves not less than fifty percent (50%) of time due aggregate number of the Registrable Securities, (iii) the Holder gives prior written notice to pending corporate developments such as negotiation of a material transaction which the Company, and (iv) the transferee agrees to comply with the terms and provisions of this Agreement in its sole discretion after consultation with legal counsel, determines it would be obligated a written instrument reasonably satisfactory in form and substance to disclose in the Shelf Registration, which disclosure the Company believes would be premature or otherwise inadvisable at such time or would have a material adverse effect on the Company and its stockholderscounsel. Except as specifically permitted by this Section 2.08, such the rights of a Holder will forthwith discontinue disposition of such with respect to Registrable Securities covered by the Shelf Registration or prospectus until such Holder’s receipt will not be transferable to any other Person, and any attempted transfer will cause all rights of the copies Holder to registration of Registrable Securities under this Article II to be forfeited, void ab initio and of no further force and effect. With the written consent of the supplemented Company and each Holder affected or amended prospectus contemplated potentially affected by Section 3.2 hereofsuch proposed waiver, any provision of Sections 2.01, 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08 or until such Holder is advised in writing by the Company that the use of the applicable prospectus 2.09 may be resumedwaived (either generally or in a particular instance, either retroactively or prospectively and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectus. The either for a specified period of time in which or indefinitely). Upon the use effectuation of a prospectus or Shelf Registration is so suspended shall be referred to as a “Black-Out Period.” The Company agrees to so advise such Holder promptly of the commencement and termination of any such Black-Out Period, and the Holder agrees to keep the fact of such Black-Out Period confidential. The Company shall not impose a Black-Out Period under this Section 5 for more than thirty (30) consecutive days and not more than twice in any given twelve (12) month period; provided, that at least ninety (90) days must pass between Black-Out Periods. Notwithstanding the foregoingeach waiver, the Company may suspend the effectiveness of any Shelf Registration if the Commission rules and regulations prohibit the Company from maintaining the effectiveness of a Shelf Registration because its financial statements are stale at a time when its fiscal year has ended or it has made an acquisition reportable under Item 2 of Form 8-K or any other similar situation until the earliest time in which the SEC would allow the Company will promptly give written notice thereof to re-effect a Shelf Registration (provided that the Company shall use its reasonable best efforts to cure any such situation as soon as possible so that the Shelf Registration can be made effective at the earliest possible time)Holders.

CERTAIN OBLIGATIONS OF HOLDERS. (a) The Company may voluntarily suspend the effectiveness of the Shelf Registration Statement for a limited time, which in no event shall be longer than a total of two 30-day periods in any 12-month period (excluding any period for which the Shelf Registration Statement is not effective between the time an amendment has been filed to the registration statement and the time the amendment has been declared effective by the SEC or state securities regulatory body and assuming the Company is acting in good faith to obtain the effectiveness of that amendment). (b) As a condition to the inclusion of its Registrable Securities, each Holder will furnish to the Company the information regarding the Holder and the intended method of distribution of the securities as the Company may from time to time request or as will be required in connection with any registration, qualification or compliance referred to in this Section 9. Each Holder agrees that, upon receipt of any notice from promptly will furnish to the Company all information required to be disclosed in order to make the information previously furnished by it to the Company not materially misleading. (c) Each Holder hereby covenants to the Company not to make any sale of the happening Registrable Securities without effectively causing the prospectus delivery requirements under the Securities Act to be satisfied and, if Registrable Securities are to be sold by any method or in any transaction other than as set forth in the Plan of Distribution in the prospectus included in the Shelf Registration Statement, to deliver to the Company an opinion of counsel to the Holder of such Registrable Securities to the effect that the sale may be effected in accordance with the Securities Act. (d) The rights to cause the Company to register Registrable Securities granted to the Holders by the Company under Section 9.2 may be assigned in whole or in part by a Holder, provided, that: (i) any event the Company is furnished with an opinion of counsel to the kind described Holder of such Registrable Securities to the effect that the transfer may be effected in 3.6, 3.7, 3.8, 3.10 or 3.11 hereof, or accordance with the Securities Act; (ii) a determination by the transfer involves not less than the lesser of all of the Holder’s Registrable Securities or 50,000 shares of Common Stock; (iii) the Holder gives prior written notice to the Company’s Board ; and (iv) the transferee agrees to comply with the terms and provisions of Directors that it is advisable this Agreement in a written instrument satisfactory in form and substance to suspend use of the prospectus for a discrete period of time due to pending corporate developments such as negotiation of a material transaction which the Company, in its sole discretion after consultation with legal counsel, determines it would be obligated to disclose in the Shelf Registration, which disclosure the Company believes would be premature or otherwise inadvisable at such time or would have a material adverse effect on the Company and its stockholders, such Holder will forthwith discontinue disposition of such Registrable Securities covered by the Shelf Registration or prospectus until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.2 hereof, or until such Holder is advised in writing by the Company that the use of the applicable prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectus. The period of time in which the use of a prospectus or Shelf Registration is so suspended shall be referred to as a “Black-Out Periodcounsel.” The Company agrees to so advise such Holder promptly of the commencement and termination of any such Black-Out Period, and the Holder agrees to keep the fact of such Black-Out Period confidential. The Company shall not impose a Black-Out Period under this Section 5 for more than thirty (30) consecutive days and not more than twice in any given twelve (12) month period; provided, that at least ninety (90) days must pass between Black-Out Periods. Notwithstanding the foregoing, the Company may suspend the effectiveness of any Shelf Registration if the Commission rules and regulations prohibit the Company from maintaining the effectiveness of a Shelf Registration because its financial statements are stale at a time when its fiscal year has ended or it has made an acquisition reportable under Item 2 of Form 8-K or any other similar situation until the earliest time in which the SEC would allow the Company to re-effect a Shelf Registration (provided that the Company shall use its reasonable best efforts to cure any such situation as soon as possible so that the Shelf Registration can be made effective at the earliest possible time).

CERTAIN OBLIGATIONS OF HOLDERS. (a) Each Holder agrees that, upon receipt of any notice from the Company of the happening of (i) any event of the kind described in 3.6Sections 7.3(f)(ii), 3.77.3(f)(iii), 3.8, 3.10 7.3(f)(iv) or 3.11 7.3(f)(v) hereof, or (ii) a determination by the Company’s Board of Directors that it is advisable to suspend use of the prospectus Prospectus for a discrete period of time due to pending corporate developments such as negotiation of a material transaction which the Company, Company in its sole discretion after consultation with legal counsel, determines it would be obligated to disclose in the Shelf RegistrationResale Registration Statement, which disclosure the Company believes would be premature or otherwise inadvisable at such time or would have a material adverse effect on the Company and its stockholders, such Holder will forthwith discontinue disposition of such Registrable Securities covered by the Shelf Resale Registration Statement or prospectus Prospectus until such Holder’s receipt of the copies of the supplemented or amended prospectus Prospectus contemplated by Section 3.2 7.3(b) hereof, or until such Holder is advised in writing by the Company that the use of the applicable prospectus Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectusProspectus. The period of time in which the use of a prospectus Prospectus or Shelf Resale Registration Statement is so suspended shall be referred to as a “Black-Out Period.” The Company agrees to so advise such Holder promptly of the commencement and termination of any such Black-Out Period, and the Holder agrees Purchasers agree to keep the fact of such Black-Out Period confidential. The Company shall not impose a Black-Out Period under this Section 5 7.7 for more than thirty forty-fix (3045) consecutive days and not more than twice in any given twelve (12) month period; . (b) As a condition to the inclusion of its Registrable Securities, each Holder will furnish to the Company the information regarding the Holder and the intended method of distribution of the securities as the Company may from time to time request and as is legally required in connection with any registration, qualification or compliance referred to in this Section 7. (c) Each Holder hereby covenants with the Company not to make any sale of the Registrable Securities without effectively causing the prospectus delivery requirements under the Securities Act to be satisfied. (d) Each Holder acknowledges and agrees that the Registrable Securities sold pursuant to the Resale Registration Statement are not transferable on the books of the Company unless the stock certificate submitted to the transfer agent evidencing the Registrable Securities is accompanied by a certificate reasonably satisfactory to the Company to the effect that (i) the Registrable Securities have been sold in accordance with this Agreement and the Resale Registration Statement and (ii) the requirement of delivering a current prospectus has been satisfied. (e) Each Holder is hereby advised that the anti-manipulation provisions of Regulation M under the Exchange Act may apply to sales of the Registrable Securities offered pursuant to the Resale Registration Statement and agrees not to take any action with respect to any distribution deemed to be made pursuant to the Resale Registration Statement that constitutes a violation of Regulation M under the Exchange Act or any other applicable rule, regulation or law. (f) At the end of the Registration Period, the Holders of Registrable Securities included in the Resale Registration Statement shall discontinue sales of shares pursuant thereto upon receipt of notice from the Company of its intention to remove from registration the shares covered thereby which remain unsold, and the Holders shall promptly notify the Company of the number of shares registered that remain unsold immediately upon receipt of the notice from the Company. (g) The rights to cause the Company to register Registrable Securities granted to the Holders by the Company under Section 7.2 may be assigned in whole or in part by a Holder in connection with the transfer of such Registrable Securities, provided, that: (i) the transfer of the Registrable Securities and the rights to register such Registrable Securities are effected in accordance with applicable securities laws, (ii) the transfer involves not less than the lesser of all of the Holder’s Registrable Securities or 25,000 shares of Common Stock of the Registrable Securities, (iii) the Holder gives prior written notice to the Company, and (iv) the transferee agrees to comply with the terms and provisions of this Agreement in a written instrument satisfactory in form and substance to the Company and its counsel. Except as specifically permitted by this Section 7.7, the rights of a Holder with respect to Registrable Securities will not be transferable to any other person or entity, and any attempted transfer will cause all rights of the Holder therein to be forfeited, void ab initio and of no further force and effect. (h) With the written consent of the Company and the Holders holding at a majority interest of the Registrable Securities that at least ninety are then outstanding, any provision of this Section 7 may be waived (90either generally or in a particular instance, either retroactively or prospectively and either for a specified period of time or indefinitely) days must pass between Black-Out Periodsor amended. Notwithstanding Upon the foregoingeffectuation of each waiver or amendment, the Company may suspend will promptly give written notice thereof to the effectiveness of any Shelf Registration Holders, if the Commission rules and regulations prohibit the Company from maintaining the effectiveness of a Shelf Registration because its financial statements are stale at a time when its fiscal year has ended any, who have not previously received notice thereof or it has made an acquisition reportable under Item 2 of Form 8-K or any other similar situation until the earliest time consented thereto in which the SEC would allow the Company to re-effect a Shelf Registration (provided that the Company shall use its reasonable best efforts to cure any such situation as soon as possible so that the Shelf Registration can be made effective at the earliest possible time)writing.

CERTAIN OBLIGATIONS OF HOLDERS. (a) As a condition to the inclusion of its Registrable Securities in the Resale Registration Statement, each Holder will furnish to the Company the information regarding the Holder as is legally required in connection with any registration, qualification or compliance referred to in this Article II. (b) Each Holder agrees that, upon receipt of any notice from hereby covenants with the Company not to make any sale of the happening Registrable Securities pursuant to the Resale Registration Statement without effectively causing the prospectus delivery requirements under the Securities Act to be satisfied. (c) Each Holder acknowledges and agrees that the Registrable Securities sold pursuant to the Resale Registration Statement are not transferable on the books of the Company unless the stock certificate submitted to the transfer agent evidencing the Registrable Securities, if applicable, is accompanied by a certificate reasonably satisfactory to the Company to the effect that (i) any event of the kind described Registrable Securities have been sold in 3.6, 3.7, 3.8, 3.10 or 3.11 hereof, or accordance with this Agreement and the Resale Registration Statement and (ii) the requirement of delivering a determination current prospectus has been satisfied. (d) Each Holder is hereby advised that the anti-manipulation provisions of Regulation M under the Exchange Act may apply to sales of the Registrable Securities offered pursuant to the Resale Registration Statement and agrees not to take any action with respect to any distribution deemed to be made pursuant to the Resale Registration Statement that constitutes a violation of Regulation M under the Exchange Act or any other applicable rule, regulation or law. (e) The rights to cause the Company to register Registrable Securities granted to the Holders by the Company’s Board Company under Section 2.02 hereof may be assigned in whole or in part by a Holder in connection with the transfer of Directors that it is advisable to suspend use such Registrable Securities, provided, that: (i) the transfer of the prospectus for a discrete period Registrable Securities and the rights to register such Registrable Securities are effected in accordance with applicable securities laws, (ii) the transfer involves not less than fifty percent (50%) of time due the Securities and the Common Conversion Shares (if any), (iii) the Holder gives prior written notice to pending corporate developments such as negotiation of a material transaction which the Company, and (iv) the transferee agrees to comply with the terms and provisions of this Agreement in its sole discretion after consultation with legal counsel, determines it would be obligated a written instrument reasonably satisfactory in form and substance to disclose in the Shelf Registration, which disclosure the Company believes would be premature or otherwise inadvisable at such time or would have a material adverse effect on the Company and its stockholderscounsel. Except as specifically permitted by this Section 2.08, such the rights of a Holder will forthwith discontinue disposition of such with respect to Registrable Securities covered by the Shelf Registration or prospectus until such Holder’s receipt will not be transferable to any other Person, and any attempted transfer will cause all rights of the copies Holder to registration of Registrable Securities under this Article II to be forfeited, void ab initio and of no further force and effect. (f) With the written consent of the supplemented Company and each Holder affected or amended prospectus contemplated potentially affected by Section 3.2 hereofsuch proposed waiver, any provision of Sections 2.01, 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08 or until such Holder is advised in writing by the Company that the use of the applicable prospectus 2.09 hereof may be resumedwaived (either generally or in a particular instance, either retroactively or prospectively and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectus. The either for a specified period of time in which or indefinitely). Upon the use effectuation of a prospectus or Shelf Registration is so suspended shall be referred to as a “Black-Out Period.” The Company agrees to so advise such Holder promptly of the commencement and termination of any such Black-Out Period, and the Holder agrees to keep the fact of such Black-Out Period confidential. The Company shall not impose a Black-Out Period under this Section 5 for more than thirty (30) consecutive days and not more than twice in any given twelve (12) month period; provided, that at least ninety (90) days must pass between Black-Out Periods. Notwithstanding the foregoingeach waiver, the Company may suspend the effectiveness of any Shelf Registration if the Commission rules and regulations prohibit the Company from maintaining the effectiveness of a Shelf Registration because its financial statements are stale at a time when its fiscal year has ended or it has made an acquisition reportable under Item 2 of Form 8-K or any other similar situation until the earliest time in which the SEC would allow the Company will promptly give written notice thereof to re-effect a Shelf Registration (provided that the Company shall use its reasonable best efforts to cure any such situation as soon as possible so that the Shelf Registration can be made effective at the earliest possible time)Holders.